The chemical resistance, high adhesion, flame resistance, low shrinkage, and good mechanical properties of polyepoxy resin compositions have led to the widespread use of these resins as protective coatings, molding compositions, electrical laminates, high performance adhesives, and structural composites. Despite these excellent performance characteristics there is a need in the industry for improved polyepoxy resin compositions which have a greater degree of adhesion, flexibility, and weatherability. Chlorosulfonated olefin polymers are widely known and widely used elastomers which exhibit excellent resistance to acids, bases, and solvents, and which exhibit a high degree of flexibility, ozone resistance, and general overall weatherability as well as reduced surface tension. These properties are derived from the presence of chlorine on the polymer backbone. It would be impractical to chlorinate polyepoxy resins in an attempt to improve their properties. In an attempt to address this problem, U.S. Pat. Nos. 4,513,060 and 4,572,870 (Vasta) produced chlorosulfonated polyethylene/epoxy compositions and chlorosulfonated ethylene vinyl acetate/epoxy compositions using certain polyamine curing agents and bicyclic amidine compounds (the amidine being optional in the ethylene vinyl acetate composition, provided elevated temperatures are used). It has now been found that when chlorosulfonated polyolefins are reacted, at ambient temperatures, in the absence of bicyclic amidines, with polyamines or polyamides (or mixtures thereof),and the resultant intermediate is further reacted with an epoxy resin prepolymer, polyepoxy resins are obtained which exhibit improvements in adhesion, flexibility, and overall weathering while still retaining the desirable properties of conventional polyepoxy resins.